CORPORATE GOVERNANCE

The Corporate Governance model adopted by Comer Industries is traditional and includes the Board of Directors (BoD), which strategically guides the management of the Group, the Board of Statutory Auditors, which supervises the work of the BoD and the Audit Firm, in charge of the statutory auditing and accounting management.

Corporate Bodies

Shareholders’ Meeting – Shareholders’ Meeting is the collective body that expresses the will of Comer Industries S.p.A.’s shareholders. In particular, the Meeting approves the Financial Statement and appoints BoD members.

Board of Directors – It is the Administrative Body that leads and manages the Company, except for activities in charge to Shareholders’ Meeting. The BoD is responsible for strategic and organizational guidelines, it verifies the appropriateness of organizational structure and the suitability of necessary controls to monitor Company performance. It has two Internal committees – Remuneration and Related Parties – whose composition is given below.

A - During the period from January 1 to December 31, 2022

B - For the purpose of the number of concurrent positions, offices held as of December 31, 2022 as director, statutory auditor, shareholder, and subordinate employment in companies with sales exceeding one million euros or financial companies as reported in the respective declarations are taken into account

Article 14.2 of the by-laws requires directors to meet the eligibility and integrity requirements of the law and other applicable provisions. In addition, at least one member of the BoD shall be independent pursuant to Article 148, paragraph 3 of the TUF, and shall be selected based on the criteria in the Euronext Growth Milan Issuers’ Regulation.

For transactions concluded by the Company with related parties (as defined in IAS 24), the Company applies the Procedure for Related Party Transactions (see the section Governance | Responsible business management) adopted by the BoD in accordance with the provisions of the Italian Civil Code and Consob regulations on related party transactions. In the case of potential conflicts of interest, as per Italian law any executive with an interest in the transaction must report it to the CEO, or, in the case of a member of the BoD, to the governing body.

Furthermore, in the cases envisaged by law, the Company must publish specific press releases describing the nature of the executive’s interest. Finally, the transactions that are most significant in terms of value are included (with all the specifics regarding the relationships of the executives involved and stakeholders, where necessary) in the annual or interim financial reports.

Three representatives of Eagles Oak S.r.l., the majority shareholder with 51.05% of the share capital, and two representatives of WPG Parent BV, with 23.86%, sit on the board. The positions of Chair and Chief Executive Officer are both held by Matteo Storchi. As Chair, given his background, authority, and credibility, he performs functions of representation with respect to the outside world and of guarantee to all stakeholders, exercises powers of direction, coordination, and balanced guidance of the activities of the Board of Directors, impartially maintains a balance among the members of the Board, and guarantees them complete and timely information. In the role of Chief Executive Officer, given his specific prerogatives and strong managerial skills, he exercises powers of proposal to the Board of Directors with particular regard to strategic plans and management guidelines, and ensures concrete implementation.

The members of the BoD have specific expertise in legal (1 director), tax (2), sustainability (1), lean management (1), markets and products (5), and international (2) issues.

The Board of Directors is significantly involved in managing the organization's impacts on the economy, the environment, and people. Indeed, the agenda of the 2022 Board meetings included the issues of Taxonomy as required by Regulation EU 202/852 and CSRD - Corporate Sustainability Reporting Directive and Materiality Analysis, the findings of which were approved by the CEO on December 19, 2022.

During 2022, a function was consolidated within the Quality, Sustainability & Lean Development Department to globally coordinate all aspects related to the Compliance & Sustainability area, with responsibility for implementing commitments stated in policies in terms of sustainability and corporate responsibility. The function was assigned the authority to implement the corporate sustainability strategy and manage its impacts in the economic, environmental, and social dimensions, in synergy with other corporate functions. The results of the sustainability development program are monitored and reported to the CEO on a monthly basis, implementing any corrective actions in case of deviations.

Board of Statutory Auditors – The Board of Statutory Auditors is the monitoring body of the Company in charge of supervising Director’s work and controlling that management and administration are carried out in compliance with the law and the articles of association.

Luigi Gesaldi Chair

Corrado Baldini Standing Auditor

Massimiliano Fontani Standing Auditor

Audit Firm - It is an external body in charge of statutory auditing and is appointed by Shareholders’ Meeting. On April 22, 2021, the Shareholders' Meeting of Comer Industries S.p.A. appointed Deloitte & Touche S.p.A. as the firm in charge of the statutory audit for the financial years 2021 to 2029.